博通美股招股说明书(2025-09-18版)

Broadcom Inc. Exchange Offer forUp to $2,249,998,000 3.419% Senior Notes due 2033Up to $3,250,000,000 3.469% Senior Notes due 2034 Broadcom Inc., a Delaware corporation (the “Issuer,” “Broadcom,” “we” or “us”), is offering (the “Exchange Offer”), upon the terms and subjectto the conditions set forth in this prospectus and the accompanying letter of transmittal, to exchange any and all of the notes that we issued on March31,2021, identified under “Title of the Outstanding Notes” in the table below (collectively, the “Outstanding Notes”), for a like principal amount of notesthat have been registered under the Securities Act of 1933, as amended (the “Securities Act”), having substantially the same terms as the OutstandingNotes of such series and evidencing the same indebtedness as the Outstanding Notes of such series, as described under “Title of the Exchange Notes” inthe table below (collectively, the “Exchange Notes” and, together with the Outstanding Notes, the “Notes”). The terms of the Exchange Offer aresummarized below and are more fully described in this prospectus. We are offering to exchange the Outstanding Notes for the Exchange Notes to satisfy our obligations in the registration rights agreement that weentered into when the Outstanding Notes were issued pursuant to Rule 144A and Regulation S under the Securities Act. By means of a separateprospectus and not by means of this prospectus, we are separately offering to exchange any and all of the notes that we issued on January19, 2021. Theoffers are not conditioned on each other. This prospectus is not an offer to sell or a solicitation of an offer to buy any securities being offered in the otherexchange offer. The Exchange Offer •We will exchange all Outstanding Notes that are validly tendered and not validly withdrawn for an equal principal amount of therespective series of Exchange Notes that are freely tradable, except in limited circumstances as described below.•The Exchange Offer expires at 5:00 p.m., New York City time, on October17, 2025, unless extended (the “Expiration Date”). We do notcurrently intend to extend the Expiration Date.•You may withdraw tenders of your Outstanding Notes at any time prior to the Expiration Date of the Exchange Offer.•The exchange of the Outstanding Notes for Exchange Notes in the Exchange Offer will not constitute a taxable event for U.S. federalincome tax purposes.•We will not receive any proceeds from the Exchange Offer. The Outstanding Notes surrendered and exchanged for the Exchange Noteswill be retired and cancelled. Accordingly, the issuance of the Exchange Notes will not result in any increase in our outstandingindebtedness. Table of Contents The Exchange Notes •The terms of the Exchange Notes to be issued in the Exchange Offer are identical in all material respects to the terms of the respectiveseries of Outstanding Notes, except that the transfer restrictions, registration rights and additional payments upon a failure to fulfill certainobligations under the registration rights agreement do not apply to the Exchange Notes. Resales of the Exchange Notes •The Exchange Notes may be resold in theover-the-countermarket, in negotiated transactions or through a combination of such methods.We do not plan to list the Exchange Notes on any securities exchange or market. All untendered Outstanding Notes will continue to be subject to the restrictions on transfer set forth in the Outstanding Notes and in the Indenture(as defined below in “Description of Exchange Notes”). In general, the Outstanding Notes may not be offered or sold, except in transactions that areregistered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securitieslaws. Other than in connection with the Exchange Offer, we do not intend to register the Outstanding Notes under the Securities Act. See “Risk Factors” beginning on page 9 for a discussion of certain risks that you should consider beforeparticipating in the Exchange Offer. Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver aprospectus in connection with any resale of such Exchange Notes. The letter of transmittal states that by so acknowledging and delivering a prospectus,a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amendedor supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for OutstandingNotes where such Outstanding Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. In addition,all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus. We have agreed that, for a period of 180 days after thedate of this prospectus (or such shorter perio